HomeMy WebLinkAboutC04-273 Wells Fargo Brokerage ServicesP,o~ -~~3 - ~ a
COUNTY LEASE-PURCHASE
MASTER AGREEMENT
Name and Address of Lessee: Lessor:
Eagle County Wells Fargo Brokerage .Services, LLC
500 Broadv~~ay 1740 Broadway, MAC 07300-011
Eagle, Colorado 81631 Denver, Colorado 8027~~
1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the
personal property described in a Supplement "Exhibit A" to this County Lease-Purchase Master
Agreement (the "Lease") upon the terms and conditions set forth in the Supplement (such property
together with all replacements, repairs and additions incorporated therein or affixed thereto being referred
to herein as "Equipment"). The execution by Lessee of Supplement shall evidence a determination by the
Lessee that the Equipment covered thereby is essential to its proper, efficient and economic operation and
that Lessee desires to enter into the Supplement for the acquisition of that Equipment under the terms
hereof, that the Equipment is necessary for the governmental or proprietary functions of Lessee, and that
Lessor is neither the manufacturer nor a dealer or merchant of said Equipment, but has agreed to provide
the funding for and on behalf of Lessee for the acquisition of said Equipment under the terms hereof at
the specific request of Lessee.
2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by
executing and delivering to Lessor a Delivery and Acceptance Certificate (herein so called) in the form
attached hereto.
3. TERM. The initial term of this Lease with respect to each item of Equipment shall begin on the date
the Equipment is accepted by Lessee as recorded on the Acceptance Certificate and shall terminate at the
end of the Lessee's then-current fiscal year ("Original Term"). The Lessee shall have the option to renew
this Lease for an additional one-year term coinciding with the fiscal year of the Lessee ("Renewal
Term"), at the end of the Original Term and each Renewal Term.
This Lease will terminate upon the earliest of any of the following events:
a. the expiration of the Original Term or any Renewal Term and the failure of Lessee to appropriate
funds to continue the leasing of the Equipment for the ensuing Renewal Term;
b. the exercise by Lessee of any option to purchase granted in this Lease by which Lessee purchases
all of the Equipment;
c. default by Lessee and Lessor's election to terminate this Lease as provided in Section 21 herein;
or
d. the expiration of the Original Term and all Renewal Terms indicated in the Supplement.
4. RENT. Lessee shall pay as rent for the Original Term and each Renewal Term of this Lease an
amount equal to the sum of the periodic payments shown in the Supplement as "Total Payment Due." A
portion of each rent payment is paid as, and represents the payment of interest, and the Supplement sets
forth the interest component of each rent payment during the term. The Total Rent shall be payable in
installments each in the amount of the rental payment set forth in the Supplement plus any applicable
sales and use tax thereon. Except as specifically provided in Section 5 hereof, the rental payments will be
absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim or
recoupment for any reason whatsoever.
Lessee reasonably believes that funds can be obtained sufficient to make all rent payments during the
term of the Lease and hereby covenants that it will do all things lawfully within its power to obtain,
maintain and properly request and pursue funds from which the rent payments may be made. During the
Original Term and each Renewal Term, the County Manager of the Lessee shall request the required
appropriation from the Board of County Commissioners for the ensuing Renewal Term and exhaust all
available administrative reviews and appeals in the event such portion of the budget is not approved.
The Lessee and the Lessor acknowledge and agree that the obligation of the Lessee to pay rental
payments hereunder constitutes a current obligation of the Lessee payable exclusively from current and
legally available funds and shall not in any way be construed to be an indebtedness or multiple fiscal year
obligation of the Lessee within the meaning of the provision of any constitutional or statutory limitation
or requirement applicable to the Lessee. The Lessee has not hereby pledged the credit of the Lessee to the
payment of the rental payments.
5. NONAPPROPRIATION OF FUNDS. If Lessee periodically requests from its Board of County
Commissioners funds to be appropriated for payment to Lessor under to this Lease and, notwithstanding
the making in good faith of such request in accordance with appropriate procedures and with the exercise
of reasonable care and diligence, such Board of County Commissioners does not approve funds to be paid
to Lessor for the Equipment, the Lease shall not be renewed and Lessee shall return the related Equipment
to Lessor in the condition, repair, appearance and working order required in Section 14 hereof in the
following manner as may be specified by Lessor:
a. By delivering the Equipment to Lessor at Lessee's principal place of business; or
b. By loading the Equipment at Lessee's cost and expense, on board such carrier as Lessor shall
specify and shipping the same, freight prepaid, to the destination within the State of Colorado
designated by Lessor.
Lessee shall obtain all governmental authorizations to permit return of the Equipment to Lessor and
Lessee shall pay to Lessor such sum as may be necessary to cover replacement of all broken or missing
parts. Lessee agrees to give Lessor at least 60 days notice of such non-renewal, provided that failure to
give such notice shall not affect Lessee's right not to renew this Lease as herein provided.
6. REPRESENTATIONS OF LESSEE. Lessee represents and warrants and, so long as this Lease is in
effect or any part of Lessee's obligations to Lessor remain unfilled, shall continue to warrant at all times,
that:
a. Lessee is a political subdivision of the State of Colorado validly organized and existing under the
Constitution and laws of the State of Colorado and a political subdivision within the meaning of
Section 103(a) of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and
Rulings related thereto. Lessee will do or cause to be done all things necessary to preserve and
keep its organization and existence in full force and effect.
b. Lessee has been duly authorized by the resolution of its Board of County Commissioners
(which resolution, if requested by Lessor, is attached hereto) to execute and deliver this
Lease and to carry out its obligations hereunder.
c. Lessee has met all requirements, and procedures requested by Lessor in order to insure the
enforceability of this Lease, and Lessee has compiled with such public bidding requirements, if
any, as may be applicable to the transactions contemplated by this Lease.
d. The Equipment will be used by Lessee only for the purpose of performing one or more
governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's
authority and will not be used in a trade or business of any person or entity other than Lessee.
e. Lessee has funds available to pay rent until the end of the Original Term, and the County will
request funds to make paymem.s in each Renewal Term.
f. This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee
in accordance with the respective terms hereof.
g. This Lease is not an arbitrage bond for purposes of Section 148 of the Internal Revenue Code of
1986, as amended.
h. Lessee shall maintain records relating to the Lessor and its assigns sufficient to comply with the
registration requirements of Section 149(a) of the Internal Revenue Code of 1986, as amended.
Lessee does not reasonably anticipate that it will issue tax exempt obligations (not including
"private activity bonds" as defined in Section 141 of the Internal Revenue Code of 1986, as
amended) in an aggregate amount in excess of $10 million during the calendar year in which the
Equipment is delivered, and this Lease is designated as a qualified tax exempt obligation for
purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986 relating to deductibility of
interest by financial institutions.
j. This Lease is not and shall not become a "private activity bond" within the meaning of Section
141 of the Internal Revenue Code of 1986, as amended.
k. Lessee shall comply with all provisions of the Internal Revenue Code of 1986 which are
necessary to preserve the tax exempt status of the interest component of the payments made and
to be made under this Lease, including, without limitation, the investment and rebate provisions
of Section 148, the prohibition against federal guaranties under Section 149 (b) and the
information reporting requirements of Section 149 (e).
7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own
judgment and disclaims any reliance upon any statements or representations made by Lessor. LESSOR
MAKES NO WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESSED OR IMPLIED,
AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND
OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OF OR THE INABII,TTY TO USE THE EQUIPMENT.
Lessee agrees to make rental and other payments required hereunder without regard to the condition of
the Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier
thereof should any item of Equipment for any reason be defective. So long as no Event of Default has
occurred and is continuing, Lessor agrees, to the extent it is assignable, to assign to Lessee, without any
recourse to Lessor, any warranty received by Lessor.
8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in
the Lessee; provided, however, that (i) upon the occurrence of an Event of Default, as that term is defined
in Section 20 hereof, or (ii) at the end of the Original Term or any Renewal Term during which the
purchase option, if any, has not been exercised (other than the final Renewal Term shown in to the
Supplement and which is not followed by a subsequent Renewal Term), title will immediately vest in
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Lessor or its assignee. For as long as title to the Equipment vests in Lessee, Lessee at its expense shall
protect and defend the title and keep it free of all claims and liens other than the rights of Lessor
hereunder and claims and liens created by or arising through Lessor. The Equipment shall remain
personal property regardless of its attachment to realty, and Lessee agrees to take such action at its
expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a
result of its attachment to realty.
9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's
obligations hereunder, Lessee hereby grants to Lessor a security interest constituting a first lien on the
Equipment and on all additions, attachments, repairs, replacements and modifications thereto or therefor,
including all after acquired Equipment of Lessee, and on any proceeds therefrom. Lessee agrees to
execute or deliver such additional documents, including, without limitation, financing statements,
opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor
reasonably deems necessary or appropriate to establish and maintain its security interest in the Equipment
or for the confirmation or perfection of this Lease and Lessor's rights hereunder. Lessee agrees to
execute financing statements as may be reasonably requested by Lessor, and Lessor is hereby authorized
to file financing statements signed only by Lessor in accordance with the Uniform Commercial Code or
signed by Lessor as Lessee's attorney in fact.
10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment
and its use and shall promptly pay when due any and all sales, use, property, excise and other taxes and
all license and registration fees now or hereafter imposed by any governmental body or agency upon the
Equipment or its use or the rentals hereunder excluding, however, any taxes on or measured by Lessor's
net income. Upon request by Lessor, Lessee shall prepare and file all tax returns relating to taxes for
which Lessee is responsible hereunder which Lessee is required to file under the laws of the applicable
taxing jurisdiction.
11. INDEMNITY. To the extent allowed by law, Lessee hereby indemnifies and agrees to save Lessor
harmless from any and all liability and expense arising out of the ordering, ownership, use, condition or
operation of each item of Equipment during the term of this Lease, including liability for death or injury
to persons, damage to property, strict liability under the laws or judicial decisions of any state or the
United States, and legal expenses in defending any claim brought to enforce any such liability or expense,
but excluding any liability for which Lessee is not responsible under Section 10.
12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge,
or otherwise encumber or permit a lien arising through Lessee to exist on or against any interest in this
Lease or the Equipment or remove the Equipment from Lessee's location where Equipment is stored,
housed, used or attached. Lessor may assign its interest in this Lease and sell or grant a security interest
in all or any part of the equipment without Lessee's consent. Lessee agrees not to assert against any
assignee of Lessor any claim or defense Lessee may have, or claim to have, against Lessor.
13. INSPECTION. Lessor may inspect the Equipment at any reasonable time and from time to time
during regular business hours.
14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended.
Lessee will maintain the Equipment in good repair, condition and working order and will furnish all parts
and services required therefor, all at its expense. All such parts when furnished shall immediately become
the property of Lessee and part of the Equipment for all purposes hereof.
15. LOSS OR DAMAGE. In the event any item of Equipment shall become lost, stolen, destroyed,
damaged beyond repair or rendered permanently unfit for use for any reason, or in the event of
condemnation or seizure of any item of Equipment and Lessee does not replace such item, Lessee shall
promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with
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respect to such item due but unpaid at the date of such payment plus (b) the amount of the Termination
Value for such item. Upon payment of such amount to Lessor, Lessor will transfer to Lessee, without
recourse or warranty, all of Lessor's right, title and interest therein, the rent with respect to such item shall
terminate, and the rental payments on the remaining items shall be reduced accordingly. Lessee shall pay
any sales and use taxes, if any, due on such transfer. Any insurance or condemnation proceeds received
shall be credited to Lessee's obligation under this paragraph and Lessee shall be entitled to any surplus.
16. IlVSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment at its own
expense (a) liability insurance against liability for bodily injury and property damage with a minimum
limit of one million dollars liability each occurrence, except for claims or accident subject to and limited
by the Colorado Governmental Immunities Act, CRS 24-10-101 et seq and (b) physical damage insurance
insuring against loss or damage to the Equipment in an amount of the lesser of the full replacement value
of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Value.
Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies to
Lessee in at least the minimum amounts required herein, naming Lessor as an additional insured
thereunder for the liability coverage and as loss payee for the property damage coverage. Each such
policy shall be in such form and with such insurers as may be satisfactory to Lessor, and shall contain a
clause requiring the insurer to give to Lessor at least 10 days prior written notice of any alteration in the
terms of such policy or the cancellation or non-renewal thereof, and a clause specifying that no action or
misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the
existence of or to examine any such policy or to advise Lessee in the event any such policy shall not
comply with the requirement thereof. If the Lessee is self-insured, Lessee will furnish Lessor with a letter
or certificate to such effect.
17. PURCHASE PRICE. This lease may be prepaid in full, but not in part, on any payment date, after
thirty (30) days written notice to Lessor. Prepayment in full shall constitute a purchase of the Equipment,
and the amount of the prepayment in full shall be considered the Purchase Price. In the event of
prepayment, after all due rental payments plus interest due from the previous payment through the day
previous to the closing date as hereinafter defined have been paid, the Purchase Price is equal to the
"After Payment Termination Value" as shown in the Supplement, as of the prepayment date.
To exercise the option, Lessee must deliver to Lessor written notice specifying the date on which the
Equipment is to be purchased (the "Closing Date"), which notice must be delivered to Lessor at least
thirty (30) days prior to the Closing Date specified therein. At the closing, Lessor will deliver to Lessee a
release rendering the Equipment to Lessee free and clear of any lien or encumbrance created by or arising
through Lessor, but without warranties, and will deliver all warranties and guarantees of vendors of the
Equipment not previously delivered by Lessor to Lessee. Lessee may purchase the Equipment pursuant
to the option granted by this Lease only if Lessee has made all rent payments when due (or has remedied
any defaults in the payment of rent, in accordance with the provisions of this Lease} and if all other
representations, covenants, warranties and obligations of Lessee under this Lease have been satisfied (or
all breaches of the same have been waived by Lessor in writing). Upon the expiration of the Original
Term and all Renewal Terms as shown in the Supplement, and provided that the conditions of this
Section 17 have been satisfied, Lessee shall be deemed to have paid the entire purchase price for the
related Equipment (see Supplement}. Lessor agrees that upon the occurrence of the events as provided in
this Section, it shall deliver to Lessee the documents specified in this Section.
18. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further
documents and take such further action as Lessor may reasonably request in order to carry out the intent
and purpose of this Lease more effectively, including the execution and delivery of appropriate financing
statements to fully protect Lessor's interest hereunder in accordance with the Uniform Commercial Code
or other applicable law. Lessee will furnish, from time to time on request, a copy of Lessee's latest annual
balance sheet and income statement.
19. LATE CHARGES. If any installment of basic rent is not paid when due or within 15 days thereafter,
Lessor may impose a late charge of up to 5°Io of the amount of the installment but in any event not more
than permitted by applicable law. Payments thereafter received shall be applied first to delinquent
installments and then to current installments.
20. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder: (a)
Lessee shall fail to pay when due any installment on rent; (b) Lessee shall fail to observe or perform any
other agreement to be observed or performed by Lessee hereunder and ~ he continuance thereof for 10
calendar days following written notice thereof by Lessor to Lessee; (c) a,iy warranty, representation or
statement made or furnished to Lessor by or on behalf of Lessee proves to have been false or misleading
in any material respect; or (d) Lessee shall voluntarily file, or have filed against it involuntarily, a petition
for liquidation, reorganization, adjustment of debt, or similar relief under the federal or state Bankruptcy
Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or
liquidator shall be appointed of it or all or a substantial part of its assets.
21. REMEDIES. Lessor and Lessee agree that Lessor's damages suffered by reason of an Event of
Default are uncertain and not capable of exact measurement at the time this Lease is executed because the
value of the Equipment at the occurrence of an Event of Default is uncertain, and therefore they agree that
for purposes of this Section 21 "Lessor's Loss" as of any date shall be the sum of the following: (1) the
amount of the Termination Value, plus (2) all reasonable costs associated with collecting hereunder.
Upon the occurrence of an Event of Default and at any time thereafter, Lessor may exercise any one or
more of the remedies listed below as Lessor in its sole discretion may lawfully elect; provided, however,
that upon the occurrence of an Event of Default specified in Section 20 (d), an amount equal to Lessor's
Loss as of the date of such occurrence shall automatically be and become immediately due and payable
without notice or demand of any kind.
A. Lessor may, by written notice to Lessee, terminate this Lease and declare an amount equal to
Lessor's Loss as of the date of such notice to be immediately due and payable, and the same shall
thereupon be and become immediately due and payable without further notice or demand, and all
rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain liable as
provided in this Section 21. Lessee shall at its expense promptly deliver the Equipment to Lessor
at a location or locations within the State of Colorado designated by Lessor. Lessor may also
enter upon the premises where the Equipment is located and take immediate possession of and
remove the same with or without instituting legal proceedings.
B. Lessor may proceed by appropriate court action to enforce performance by Lessee of the
applicable covenants of this Lease or to recover, for breach of this Lease, Lessor's Loss as of the
date Lessor's Loss is declared due and payable hereunder; provided, however, that upon recovery
of Lessor's Loss from Lessee in any such action without having to repossess and dispose of the
Equipment, Lessor shall transfer the Equipment to Lessee at its then location upon payment of
any additional amount due under clauses C, D or E below.
C. In the event Lessor repossesses the Equipment, Lessor shall either retain the Equipment in full
satisfaction of Lessee's obligation hereunder or sell or lease each item of Equipment in such a
manner and upon such terms as Lessor may in its sole discretion determine. The proceeds of such
sale or lease shall be applied to reimburse Lessor for Lessor's Loss and any additional amount due
under clauses D or E below. Lessor shall be entitled to any surplus and Lessee shall remain liable
for any deficiency. For purposes of this subparagraph, the proceeds of any Lease of all or any
part of the Equipment by Lessor shall be the rent under such Lease initially assigned by Lessor,
using the cost of such Equipment in determining the rent under such Lease.
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D. Lessor may recover interest on the unpaid balance of Lessor's Loss from date it becomes payable
until fully paid at a rate of 8°Io per annum.
E. Lessor may exercise any other right or remedy available to it by law or by agreement, and may in
any event recover legal fees and other expenses incurred by reason of an Event of Default or to
the exercise of any remedy hereunder, including expenses of repossession, repair, storage,
transportation, and disposition of the Equipment.
No remedy given in this Section is intended to be exclusive, and each shall be cumulative but
only to the extent necessary to permit Lessor to recover amounts for which Lessee is liable
hereunder. No express or implied waiver by Lessor of any Event of Default shall constitute a
waiver of any other Event of Default.
22. NOTICES. Any written notice hereunder to Lessee or Lessor shall be deemed to have been given
when delivered personally or deposited in the United States mails, postage prepaid, addressed to the other
party at its address set forth above or at such other address as may be last known to the party giving
notice.
23. NET LEASE AND UNCONDITIONAL OBLIGATION. This Lease is a completely net lease and
Lessee's obligation to pay the rent and amounts payable by Lessee under Sections 15 and 21 is
unconditional and not subject to any abatement, reduction, setoff or defense of any kind except as
expressly provided herein.
24. NON-CANCELABLE LEASE. This Lease cannot be canceled or terminated except as expressly
provided herein.
25. SURVIVAL OF INDEMNITIES. Lessee's obligations under Sections 10 and 11 shall survive
termination of this Lease.
26. MISCELLANEOUS. Any provision of this Lease which is unenforceable in any jurisdiction shall, as
to jurisdiction, be ineffective to the extent of such unenforceable without invalidating the remaining
provisions of this Lease. This Lease shall in all respects be governed by, and construed in accordance
with, the substantive laws of the State of Colorado.
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(Signature Page to County Lease-Purchase Master Agreement)
Dated: August 20, 2004
Lessee: Eagle County
Eagle, Colorado
By: _
Tom Stone, Chairman
Title: Board of County Commissioners
Lessor: Wells Fargo Brokerage Services, LLC
By: ~ `~ , 7
Title: Assistant Vice President
8
Wells Fargo Brokerage Services, LLC
1740 Broadway, MAC C7300-011
Denver, Colorado 80274
SUPPLEMENT TO COUNTY
LEASE-PURCHASE MASTER AGREEMENT
Name and address of Lessee:
Eagle County
S00 Broadway
Eagle, Colorado 81631
Supplement # 1960 -001
This is a Supplement to the County Lease-Purchase Master Agreement dated August 20, 2004, between Lessor and
Lessee (the "Lease"). Upon the execution and delivery by Lessor and Lessee of this Supplement, Lessor hereby agrees
to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the Property described below upon the terms and
conditions of this Supplement and the Lease.
PROPERTY DESCRIPTION
Quantity Serial Number
3 Microwave Towers
Location of Pro ert (if different from Lessee's address) SCHEDU LE OF RENT PAYMENTS
Basic Rental Number Of Advance
Payments Payments Payments
Rent commencement date: August 20, 2004
$63,298.66 7 -0-
Term in months from rent commencement Interest Rate First Payment Final Purchase
Due Option Price
84 months
3.95% Au . 20, 2005 $1.00
tcentat payment penou (cneclc one)
® Annual
Additional Provisions:
ANCE AMOUNT: $380,625.00
AL RENT:
LESSOR: Wells Fargo Brok/e'rage Services, LLC
Its Assistant Vice President
LESSEE: Eagle County
Eagle olor do
By
om on airman o e
Its Board~of County Commissioners
Date August 20, 2004 Date August 20, 2004
Microwave Towers Eagle County, Colorado Exhibit A
Pmt
Total Payment
Due
Interest
Payment Due
Principal
Payment Due After Payment
Principal
Balance After Payment
Termination
Value
Payme~rt Due
Date
$11.00 $0.00 $380,625.00 Aug 20, 2004
1 $63,298.66 $15,034.69 $48,263.97 $332,361.03 $332,361.02 Aag 20, 2005
2 $63,298.66 $13,128.26 $50,170.40 $282,190.63 $282,190.63 Aug 20, 2006
3 $63,298.66 $11,146.53 $52,152.13 $230,038.51 5230,038.50 Aug 20, 2007
4 $63,298.66 $9,086.52 $54,212.14 $175,826.37 5175,826.36 Aug 20, 2008
5 $63,298.66 $6,945.14 $56,353.52 $119,472.85 $119,472.85 Aug 20, 2009
6 $63,298.66 $4,719.18 $58,579.48 $60,893.37 $60,893.3? Aug 20, 2010
7 $63,298.66 $2,405.29 $60,893.37 $0.00 $1.00 Au 20, 2011
FINAL P17RCHASE OPTION PRICE: $1.00
Eagle County, State of Colorado
By: ~~ ~'' "'`C
Tom C. Stone, Chairman of the
I~.Board of County Commissioners
Dated as of 8-17-04
Eagle County 7-04.x1s 8/4/2004 9:54 AM by Wells Fargo Brokerage Services
INCUMBENCY CERTIFICATE
I, Teak J. Simonton , do hereby certify that I am the duly elected
or appointed and acting Secretary of Board of County Commissioners of Eagle County, a
political subdivision of the State of Colorado validly organized and existing under the
Constitution and laws of the State of Colorado, that I have custody of the records of such entity,
and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of such entity holding the offices set forth opposite their respective names. I further
certify that (I) the signatures set opposite their respective names and titles are their true and
authentic signatures and (II) such officers have the authority on behalf of such entity to enter into
that County Lease-Purchase Master Agreement dated August 20, 2004 between such entity and
Wells Fargo Brokerage Services, LLC (Lessor).
NAME
Tom C. Stone
TITLE
Chairman
Michael L. Gallagher Commissioner
Arn M. Menconi
Commissioner
IN WITNESS VVREOF, I have duly executed this certificate and affixed the seal of
such entity hereto this ' day of August, 2004.
F,ac.~.E c
,.
____.- _- ~ ~. .., ,q_
S CRETARY
Teak J. Simonton, Clerk to the
Board of County Commissioners
Wells Fargo Brokerage Services, LLC, Certificate of
' Public Finance Division
1740 Broadway, MAC C73oo-011 insurance
Denver, Colorado 80274
Coverage is provided for the following Named Insured:
Name of Insured
Street Address City State Zip
500 Broadway Eagle (:O S 1631
DETAILED DESCRIPTION AND LOCATION OF PROPERTY COVERED
Three (3) Microwave Towers
DESCRIPTION OF COMPREHENSIVE GENERAL LIABILITY INSURANCE
Insurance Company (not agency) Policy number Effective date Expiration date
BODILY INJURY LIABILITY PROPERTY DAMAGE LIABILITY
Single Claim /Each occurrence Aggregate Each occurrence Aggregate
$500,000.00
Wells Fargo Brokerage Services, LLC, its successors and assigns, is endorsed as an Additional Insured on the Comprehensive General
Liability insurance described above: X Yes No
DESCRIPTION OF PHYSICAL DAMAGE INSURANCE
Insurance Company Policy number Effective date Expiration date
The Physical Damage Insurance issued in the amount of $380,625.OOconsists of:
Fire and Extended Coverage including Vandalism, Malicious Mischief and Theft
All Risk Insurance with the following exceptions:
Wells Fargo Brokerage Services, LLC, is successors and assigns, is endorsed as Loss Payee on the Physical Damage
Insurance described above: X Yes _ No
The Policy, as to the interest of Loss Payee, shall not be invalidated by any act of omission or commission or neglect or
misconduct of the Named Insured at any time, not by any foreclosure or other proceeding or notice of sale relating to the insured
property, not by any change in the title or ownership thereof or the occupation of the premises for purposes more hazardous than are
permitted by the Policy, provided, that in case the Named Insured shall fail to pay any premium due under the Policy, Loss Payee
may, at its option, pay such premium.
The Policy may be canceled at any time by either Insurer or Named Insured according to its provisions, but in any such case
the Policy shall continue in full force and effect for the exclusive benefit of Loss Payee for ten days after written notice to Loss Payee
of such cancellation and shall then cease.
Agency name
Street Address
City
Lease No. 1960 -001
Zip
Agent I Agent telephone number Date
DELIVERY AND ACCEPTANCE CERTIFICATE
TO: Wells Fargo Brokerage Services, LLC
RE: County Lease-Purchase Master Agreement dated August 20, 2004 and
Supplement dated August 20, 2004 (the "LEASE")
FOR: Three (3) Microwave Towers
NAME OF COUNTY: Eagle County
While not all of the property described in the attached Supplement to the above LEASE (the
"Equipment") has been delivered to us, we hereby request funding for the LEASE into the Escrow
Agreement, dated as of the date of the Lease, so that partial payments can be made to the Equipment
vendor(s) and Equipment deliveries or installations completed. We hereby accept the Equipment pursuant
to the LEASE, agree to have the LEASE commence, and acknowledge that all the terms of the LEASE are
in full force and effect. We understand that, Section 6(g) of the LEASE notwithstanding, if the funding
proceeds, $380,625.00, are not completely disbursed by January 20, 2005, the LEASE may become subject
to the investment and rebate (i.e., arbitrage) provisions of 1RS Code Section 148 and we will comply with
all reporting and, if applicable, rebate requirements thereto.
LESSEE: Eagle County
Ea le, Colorado
By:
Tom C. Stone, Chairman of the
Board of County Commissioners
(Title)
August 20, 2004
(Acceptance Date)
(Must be date lease funds)
UCC FINANCING STATEMENT
Follow Instructions (front and back) Carefully
A. NAME & PHONE OF CONTACT (optronal)
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
[ Wells Fargo Brokerage Services, LLC ]
Attn: Cindy Slawson
1740 Broadway -MAC C7300-011
Denver, Colorado 80274
[ ]
FILING OFFICE USE
1. DEBTOR'S EXACT FULL LEGAL NAME: Insert only one debtor name (la or lb) - do not abbreviate or combine names
I la ORGANIZATION'S NAME
OR lb. 1Nll1V1llUAL'S LAS"r NAME FIItST NAME MIDDLE NAME SUFFIX
lc. MAII.ING ADDRESS CTI'Y STATE POSTAL CODE COUNTRY
500 Broadway Eagle CO 81631 USA
ld. TAX ID #: SSN OR EIN ADD'L INFO RE le. TYPE OF lf. JURIDDICTION OF ORGANIZATION lg. ORGANIZATIONAL ID #, If any
(OPTIONAL: NOT REQUIRED) ORGANIZATION ORGANIZATION
DEBTOR
NONE
2. ADDITIONAL DEBTOR'S FULL LEGAL NAME -Insert only o~ debtor name (2a or 2b) - do not abbreviate or combine names
2a. ORGANIZATION'S NAME
OR
2b. INDIVIDUAL'S LAST NAME FIl2ST NAME MIDDLE NAME SUFFIX
2c. MAII,ING ADDRESS CTTY STATE POSTAL CODE COUNTRY
2d TAX ID #: SSN OR EIN ADD'L INFO RE 2e. TYPE OF 2f. JURIDDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, If any
(OPTIONAL: NOT REQUIRED) ORGANIZATION ORGANIZATION
DEBTOR
NONE
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) -insert only one secured party name (3a or 3b)
3a. ORGANIZATION'S NAME
OR Wells Fargo Brokerage Services, LLC
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c. MAILING ADDRESS
1740 Broadway, MAC C7300-011 CITY
Denver STATE
CO POSTAL CODE
80274 COUNTRY
USA
v. a aa.~ a u.ev.~.u. v ~ a n a a,.vaar~ a wvca ~ we aviiuw~uE wamtcrai:
Three (3) Microwave Towers (1960-001)
5 ALTERNATIVE DESIGNATION (~f applicable) LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILOR SELLER/BUYER AG LIEN NON-UCC F'II,ING
6. This FINANCING STATEMINT is to be filed (for record) m the REAL 7• Check to REQUEST SEARCH REPORT(S) on Debtor(s) (Optional)
ESTATE RECORDS All Debtors Debtor 1 Debtor 2
8. OPTIONAL FILER REFERENCE DATA
NATIONAL UCC FINANCING STATEMENT (FORM UCCl) (REV. 07/1/01
